Merck Sharp & Dohme Corp. entered into a definitive agreement to acquire Pandion Therapeutics, Inc. (NasdaqGS:PAND) for $1.7 billion on February 24, 2021. Under the terms of the agreement, Merck will initiate a tender offer to acquire all outstanding shares of Pandion Therapeutics for $60 per share in cash. Upon the successful completion of the tender offer, any remaining shares of common stock of Pandion will be canceled and converted into the right to receive the same $60 per share price payable in the tender offer. The tender offer has not yet commenced. Merck currently has available in cash on hand all funds necessary for the payment of the purchase price. In the event of termination or Pandion or any of its subsidiaries signs a definitive agreement for an Acquisition Proposal or consummates an Acquisition Proposal, Pandion may be required to pay Merck a termination fee equal to $65 million. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Pandion’s shares of fully-diluted common stock, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. Merck Sharp shall have accepted for payment all Tendered Shares pursuant to the transaction. The respective boards of directors of Merck & Co., Inc. and Pandion Therapeutics have unanimously approved the acquisition. The Pandion Board unanimously recommends that Pandion’s stockholders accept the Offer and tender their Shares pursuant to the Offer. The transaction is expected to close in the first half of 2021. Credit Suisse Securities (USA) LLC acted as the financial advisor and Catherine J. Dargan, Erika Skougard, Van Ellis and Michael J. Riella of Covington & Burling LLP acted as the legal advisor to Merck. Centerview Partners LLC acted as financial advisor and also provided fairness opinion to Pandion in the transaction. Graham Robinson, Maya Florence, Timothy F. Nelson, Maria Raptis, Resa Schlossberg, Moshe Spinowitz and Laura Knoll of Skadden, Arps, Slate, Meagher & Flom LLP acted as the legal advisor to Pandion. Stuart Cable, James Matarese and Blake Liggio of Goodwin Procter LLP acted as the legal advisor to Centerview Partners LLC. D.F. King & Co., Inc. acted as information agent and Computershare Trust Company, NA acted as depositary bank to Merck Sharp & Dohme. Merck Sharp & Dohme Corp. completed the acquisition of Pandion Therapeutics, Inc. (NasdaqGS:PAND) on April 1, 2021. As of the tender offer expiration on March 31, 2021, 27.8 million shares of common stock of Pandion were validly tendered and not withdrawn from the tender offer, representing approximately 88.6 percent of the outstanding common stock of Pandion on a fully diluted basis. All tendered shares have been accepted for payment. All Pandion shares not tendered into the offer were cancelled and converted into the right to receive cash equal to the $60 offer price per share, without interest, less any applicable tax withholding. Upon close of the transaction, Pandion became a wholly-owned subsidiary of Merck. Pandion common stock will be delisted from the Nasdaq Global Select Market. Upon close of the transaction, Alan Crane, Carlo Rizzuto, Christopher Fuglesang, Daniel Becker, Donald Frail, Jill Carroll, Katina Dorton, Nancy Stagliano, and Rahul Kakkar, each resigned and ceased to be directors of Pandion. Rita A. Karachun, Caroline Litchfield, and Jon Filderman will serve as Directors of Pandion. Officers of Pandion will include Rita A. Karachun, President, Caroline Litchfield, Senior Vice President and Treasurer, Timothy G. Dillane, Assistant Treasurer, Juanita Lee, Assistant Treasurer, Michael G. Schwartz, Assistant Treasurer, Jon Filderman, Secretary, and Kelly E.W. Grez, Assistant Secretary.